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                                                            HOLDING EXHIBIT 24.2



                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg,
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Annual Report on Form 10-K
for the Company's fiscal year ended March 31, 2003, together with any and all
amendments thereto.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days' written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
the 21st day of May, 2003.


                                        /s/ JOSIAH O. LOW, III
                                        ---------------------------------------
                                        Josiah O. Low, III
                                        Director
                                        3333 Holding Corporation


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                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg,
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Annual Report on Form 10-K
for the Company's fiscal year ended March 31, 2003, together with any and all
amendments thereto.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days' written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
the 21st day of May, 2003.


                                        /s/ DAVID M. SHERER
                                        ---------------------------------------
                                        David M. Sherer
                                        Director
                                        3333 Holding Corporation


<PAGE>



                            3333 HOLDING CORPORATION

                                POWER OF ATTORNEY


         THE UNDERSIGNED hereby constitutes and appoints Stephen M. Weinberg,
with full power of substitution in the premises, as the undersigned's true and
lawful agent and attorney-in-fact (the "Attorney-in-Fact"), with full power and
authority in the name and on behalf of the undersigned, in his capacity as a
Director of 3333 Holding Corporation (the "Company"), to execute and file with
the Securities and Exchange Commission the Company's Annual Report on Form 10-K
for the Company's fiscal year ended March 31, 2003, together with any and all
amendments thereto.

         This Power of Attorney and all authority granted and conferred hereby
shall continue indefinitely and, unless waived by the Attorney-in-Fact, may not
be revoked until the Attorney-in-Fact has received five days' written notice of
such revocation.

         IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney
the 21st day of May, 2003.


                                        /s/ ROGER O. WEST
                                        ---------------------------------------
                                        Roger O. West
                                        Director
                                        3333 Holding Corporation